EXHIBIT 10.3

                             1999 STOCK OPTION PLAN

                                       OF

                         NATIONAL HOME HEALTH CARE CORP.

         1.  PURPOSES  OF THE PLAN.  This  stock  option  plan (the  "Plan")  is
designed to provide an  incentive  to key  employees  (including  directors  and
officers  who are key  employees)  and to  directors  who are not  employees  of
National Home Health Care Corp., a Delaware corporation (the "Company"), and its
present  and  future  subsidiary  corporations,   as  defined  in  Paragraph  19
("Subsidiaries"),  and to  offer  an  additional  inducement  in  obtaining  the
services of such  individuals.  The Plan  provides  for the grant of  "incentive
stock  options"  ("ISOs")  within the  meaning of  Section  422 of the  Internal
Revenue Code of 1986, as amended (the "Code"),  and  nonqualified  stock options
("NQSOs"),  but the Company  makes no warranty  as to the  qualification  of any
option as an "incentive stock option" under the Code.

         2. STOCK  SUBJECT TO THE PLAN.  Subject to the  provisions of Paragraph
12, the aggregate  number of shares of Common Stock,  $.001 par value per share,
of the Company  ("Common Stock") for which options may be granted under the Plan
shall not exceed 500,000.  Such shares of Common Stock may, in the discretion of
the Board of Directors of the Company (the "Board of Directors"), consist either
in whole or in part of authorized but unissued  shares of Common Stock or shares
of Common Stock held in the treasury of the  Company.  The Company  shall at all
times  during the term of the Plan  reserve  and keep  available  such number of
shares of Common Stock as will be sufficient to satisfy the  requirements of the
Plan.  Subject to the  provisions  of  Paragraph  13, any shares of Common Stock
subject to an option which for any reason expires,  is canceled or is terminated
unexercised or which ceases for any reason to be exercisable  shall again become
available for the granting of options under the Plan.

         3.  ADMINISTRATION  OF THE PLAN. The Plan shall be  administered by the
Board of Directors  which,  to the extent it shall  determine,  may delegate its
powers with  respect to the  administration  of the Plan to a  committee  of the
Board of Directors (the  "Committee")  consisting of not less than two directors
(or  such  greater  number  as  required  by  law),  each  of  whom  shall  be a
"non-employee  director" within the meaning of Rule 16b-3 (or any successor rule
or regulation) promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). References in the Plan to determinations or actions by the
Committee shall be deemed to include  determinations and actions by the Board of
Directors.   Unless  otherwise  provided  in  the  By-laws  of  the  Company  or
resolutions  of the  Board  of  Directors,  a  majority  of the  members  of the
Committee shall  constitute a quorum,  and the acts of a majority of the members
present at any  meeting at which a quorum is present,  and any acts  approved in
writing by all members without a meeting, shall be the acts of the Committee.


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                  Subject to the express  provisions of the Plan,  the Committee
shall have the  authority,  in its sole  discretion,  with  respect to  Employee
Options (as defined in Paragraph  19): to determine  the key employees who shall
receive options;  the times when they shall receive  options;  whether an option
shall be an ISO or a NQSO; the number of shares of Common Stock to be subject to
each  option;  the  term of each  option;  the date  each  option  shall  become
exercisable;  whether an option  shall be  exercisable  in whole,  in part or in
installments,  and, if in installments,  the number of shares of Common Stock to
be subject to each  installment;  whether the installments  shall be cumulative;
the  date  each  installment  shall  become  exercisable  and  the  term of each
installment;  whether to  accelerate  the date of exercise  of any  installment;
whether  shares of Common Stock may be issued on exercise of an option as partly
paid, and, if so, the dates when future installments of the exercise price shall
become due and the  amounts of such  installments;  the  exercise  price of each
option; the form of payment of the exercise price; the amount, if any, necessary
to satisfy the Company's  obligation to withhold taxes;  whether to restrict the
sale or other  disposition  of the  shares of  Common  Stock  acquired  upon the
exercise of an option and to waive any such restriction;  whether to subject the
exercise of all or any portion of an option to the fulfillment of  contingencies
as specified in the Contract (as described in Paragraph 11)  including,  without
limitation,  contingencies  relating to entering  into a covenant not to compete
with the Company and its Parent and  Subsidiaries,  to financial  objectives for
the Company, a Subsidiary, a division, a product line or other category,  and/or
the period of  continued  employment  of the  optionee  with the  Company or its
Subsidiaries,  and to determine  whether such  contingencies  have been met; and
with  respect to Employee  Options and Outside  Director  Options (as defined in
Paragraph  19): to construe  the  respective  Contracts  and the Plan;  with the
consent of the optionee, to cancel or modify an option,  provided such option as
modified  would be  permitted  to be granted on such date under the terms of the
Plan; to  prescribe,  amend and rescind  rules and  regulations  relating to the
Plan;  and  to  make  all  other  determinations   necessary  or  advisable  for
administering  the Plan.  The  determinations  of the  Committee  on the matters
referred to in this Paragraph 3 shall be conclusive.

                  The Committee may employ such legal counsel,  consultants  and
agents as it may deem desirable for the  administration of the Plan and may rely
upon any opinion or  computation  received from any such counsel,  consultant or
agent.  Expenses  incurred by the  Committee in the  engagement of such counsel,
consultant or agent shall be paid by the Company.  No member or former member of
the Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any option granted hereunder.

         4. ELIGIBILITY; GRANTS. The Committee may, consistent with the purposes
of the  Plan,  grant  Employee  Options  from  time to  time,  to key  employees
(including  officers and directors who are key  employees) of the Company or any
of its Subsidiaries. Options granted shall cover such number of shares of Common
Stock as the Committee may determine; provided, however, that the maximum number
of shares  subject to options  that may be granted to any employee in any fiscal
year of the  Company  under  the Plan  (the  "162(m)  Maximum")  may not  exceed
100,000; and further,  provided,  that the aggregate market value (determined at
the time the  option is  granted)  of the  shares of Common  Stock for which any
eligible  person  may be

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granted ISOs under the Plan or any other plan of the Company,  or of a Parent or
a Subsidiary of the Company,  which are  exercisable  for the first time by such
optionee  during any calendar year shall not exceed  $100,000.  The $100,000 ISO
limitation  shall be applied by taking  ISOs into  account in the order in which
they were granted. Any option (or the portion thereof) granted in excess of such
amount shall be treated as a NQSO.

                  On the date the Plan is  adopted  by the  Board of  Directors,
every Director of the Company who is not on such date an employee of the Company
or any of its Subsidiaries  (an "Outside  Director") shall be granted an Outside
Director  Option to purchase 5,000 shares of Common Stock.  In addition,  at the
end of the first  fiscal year of the Company in which its Net Income (as defined
below) exceeds each of $4,000,000,  $5,000,000,  $6,000,000,  $7,000,000,  etc.,
each  person who is an Outside  Director  of the Company on the last day of such
fiscal year shall be granted an Outside Director Option to purchase 2,500 shares
of Common  Stock.  For  purposes  of this  paragraph,  Net Income  means the net
after-tax income of the Company and its consolidated Subsidiaries, as determined
from the Company's  audited financial  statements.  The Outside Director Options
described in this paragraph with respect to a given fiscal year shall be granted
as soon as the  Company's  audited  financial  statements  for such  fiscal year
become  available.  In the event the remaining  shares available for grant under
the Plan are not sufficient to grant the Outside  Director  Options to each such
Outside  Director  in any year,  the  number of shares  subject  to the  Outside
Director  Options  for such year shall be reduced  proportionately.  Neither the
Board of Directors nor the Committee  shall have any discretion  with respect to
the selection of Directors to receive  Outside  Director  Options or the amount,
the price or the timing with respect thereto.

         5.  EXERCISE  PRICE.  The exercise  price of the shares of Common Stock
under each  Employee  Option shall be  determined  by the  Committee;  provided,
however,  that the exercise price shall not be less than 100% of the fair market
value of the  Common  Stock  subject  to such  option on the date of grant;  and
further provided,  that if, at the time an ISO is granted, the optionee owns (or
is deemed to own under Section  424(d) of the Code) stock  possessing  more than
10% of the total  combined  voting power of all classes of stock of the Company,
of any of its Subsidiaries or of a Parent,  the exercise price of such ISO shall
not be less than 110% of the fair market  value of the Common  Stock  subject to
such ISO on the date of grant.  The exercise price of the shares of Common Stock
under each  Outside  Director  Option shall be equal to the fair market value of
the Common Stock subject to such option on the date of grant.

                  The fair market  value of the Common Stock on any day shall be
(a) if the  principal  market  for the  Common  Stock is a  national  securities
exchange,  the average between the high and low sales prices of the Common Stock
on such day as reported by such exchange or on a  consolidated  tape  reflecting
transactions on such exchange,  (b) if the principal market for the Common Stock
is not a national  securities  exchange  and the  Common  Stock is quoted on the
National   Association  of  Securities   Dealers  Automated   Quotations  System
("NASDAQ"),  and (i) if actual sales price information is available with respect
to the Common  Stock,  the average  between the high and low sales prices of the
Common  Stock  on  such  day on  NASDAQ,  or (ii)  if

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such  information is not available,  the average between the highest bid and the
lowest asked  prices for the Common  Stock on such day on NASDAQ,  or (c) if the
principal market for the Common Stock is not a national  securities exchange and
the Common  Stock is not quoted on NASDAQ,  the average  between the highest bid
and lowest  asked  prices for the Common  Stock on such day as  reported  on the
NASDAQ OTC Bulletin Board Service or by National Quotation Bureau,  Incorporated
or a  comparable  service;  provided  that if clauses  (a),  (b) and (c) of this
Paragraph are all inapplicable,  or if no trades have been made or no quotes are
available  for such day,  the fair  market  value of the Common  Stock  shall be
determined by the Committee by any method consistent with applicable regulations
adopted by the Treasury Department relating to stock options.  The determination
of the Committee shall be conclusive in determining the fair market value of the
stock.

         6. TERM. The term of each Employee Option granted  pursuant to the Plan
shall be such term as is established by the Committee,  in its sole  discretion,
at or before the time such option is granted;  provided,  however, that the term
of each ISO granted  pursuant to the Plan shall be for a period not exceeding 10
years from the date of grant thereof; and further provided, that if, at the time
an ISO is granted,  the optionee owns (or is deemed to own under Section  424(d)
of the Code) stock  possessing  more than 10% of the total combined voting power
of all  classes  of stock of the  Company,  of any of its  Subsidiaries  or of a
Parent,  the term of the ISO shall be for a period not exceeding five years from
the date of grant.  Employee Options shall be subject to earlier  termination as
hereinafter  provided.  Each Outside  Director Option shall be exercisable for a
term of five years commencing on the date of grant.

         7.  EXERCISE.  An option (or any part or installment  thereof),  to the
extent then  exercisable,  shall be  exercised by giving  written  notice to the
Company at its  principal  office (at present 700 White Plains Road,  Scarsdale,
New York 10583,  Attn.:  Chairman of the  Board),  stating  which ISO or NQSO is
being  exercised,  specifying  the number of shares of Common  Stock as to which
such  option  is being  exercised  and  accompanied  by  payment  in full of the
aggregate exercise price therefor (or the amount due on exercise if the Employee
Option Contract permits installment  payments) (a) in cash or by certified check
or (b) in the case of an Employee  Option,  if the Contract at the time of grant
so permits,  with the  authorization  the Committee,  with  previously  acquired
shares of Common  Stock having an aggregate  fair market  value,  on the date of
exercise,  equal to the aggregate exercise price of all options being exercised,
or (c) with any combination of cash, certified check or shares of Common Stock.

                  A person entitled to receive Common Stock upon the exercise of
an option shall not have the rights of a stockholder with respect to such shares
of Common  Stock until the date of issuance  of a stock  certificate  to him for
such shares; provided, however, that until such stock certificate is issued, any
option holder using previously  acquired shares of Common Stock in payment of an
option  exercise price shall  continue to have the rights of a stockholder  with
respect to such previously acquired shares.
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                  In no case  may a  fraction  of a share  of  Common  Stock  be
purchased or issued under the Plan.

         8.  TERMINATION OF EMPLOYMENT.  Any holder of an Employee  Option whose
employment with the Company (and its Parent and Subsidiaries) has terminated for
any reason other than his death or  Disability  (as defined in Paragraph 19) may
exercise such option, to the extent exercisable on the date of such termination,
at any  time  within  three  months  after  the  date  of  termination,  but not
thereafter  and in no event  after  the  expiration  of the term of the  option;
provided,  however,  that if his employment  shall be terminated  either (a) for
cause or (b) without the consent of the  Company,  said option  shall  terminate
immediately.  Employee  Options  granted under the Plan shall not be affected by
any change in the status of the holder so long as he continues to be a full-time
employee of the Company,  its Parent or any of the  Subsidiaries  (regardless of
having been transferred from one corporation to another).

                  For the purposes of the Plan, an employment relationship shall
be deemed to exist  between an individual  and a corporation  if, at the time of
the  determination,  the  individual  was an  employee of such  corporation  for
purposes of Section 422(a) of the Code. As a result,  an individual on military,
sick leave or other bona fide leave of absence  shall  continue to be considered
an  employee  for  purposes  of the Plan  during such leave if the period of the
leave does not exceed 90 days or, if longer,  so long as the individual's  right
to  re-employment  with the Company  (or a related  corporation)  is  guaranteed
either by statute or by contract. If the period of leave exceeds 90 days and the
individual's right to re-employment is not guaranteed by statute or by contract,
the employment  relationship  shall be deemed to have terminated on the 91st day
of such leave.

                  An Outside Director Option may be exercised at any time during
its five year term; provided, however, that if the holder of an Outside Director
Option  ceases to be a Director of the Company  (other than as a result of death
or Disability),  unless the holder becomes a director emeritus or an employee of
the Company or any of its Subsidiaries,  the holder may exercise such option, to
the extent  exercisable on the date of such cessation,  at any time within three
months after the date of such  cessation,  but not  thereafter,  and in no event
after the expiration of the term of the option.

                  Nothing  in the Plan or in any option  granted  under the Plan
shall  confer on any  individual  any  right to  continue  in the  employ of the
Company, its Parent or any of its Subsidiaries, or as a Director of the Company,
or interfere in any way with the right of the Company,  its Parent or any of its
Subsidiaries  to terminate the employee's  employment at any time for any reason
whatsoever  without  liability  to  the  Company,  its  Parent  or  any  of  its
Subsidiaries.

         9. DEATH OR DISABILITY OF AN OPTIONEE. If an optionee dies (a) while he
is employed by the Company,  its Parent or any of its  Subsidiaries,  (b) within
three months after the  termination of his employment  (unless such  termination
was for cause or  without  the  consent
<PAGE>

of the  Company)  or (c)  within  one  year  following  the  termination  of his
employment by reason of Disability,  an Employee Option may be exercised, to the
extent  exercisable on the date of his death, by his executor,  administrator or
other person at the time entitled by law to his rights under such option, at any
time within one year after death,  but not  thereafter and in no event after the
expiration of the term of the option.

                  Any optionee  whose  employment  has  terminated  by reason of
Disability may exercise his Employee Option, to the extent  exercisable upon the
effective date of such termination, at any time within one year after such date,
but not  thereafter  and in no event  after  the  expiration  of the term of the
option.

                  The term of an Outside  Director  Option shall not be affected
by the death or Disability of the  optionee.  If an optionee  holding an Outside
Director Option dies during the term of such option, the option may be exercised
at any time during its term by his  executor,  administrator  or other person at
the time entitled by law to his rights under such option.

         10.  COMPLIANCE  WITH SECURITIES LAW. It is a condition to the exercise
of any option that either (a) a Registration  Statement under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the shares of Common
Stock to be issued upon such exercise shall be effective and current at the time
of exercise, or (b) there is an exemption from registration under the Securities
Act for the issuance of shares of Common Stock upon such exercise. In connection
therewith,  the Committee may require the optionee to execute and deliver to the
Company his representation and warranty,  in form and substance  satisfactory to
the Committee, that the shares of Common Stock to be issued upon the exercise of
the  option  are  being  acquired  by the  optionee  for  his own  account,  for
investment  only and not with a view to the resale or distribution  thereof.  In
addition,  the  Committee  may require the optionee to represent  and warrant in
writing that any subsequent  resale or distribution of shares of Common Stock by
such optionee will be made only pursuant to (i) a Registration  Statement  under
the  Securities Act which is effective and current with respect to the Shares of
Common  Stock being sold,  or (ii) a specific  exemption  from the  registration
requirements of the Securities Act, but in claiming such exemption, the optionee
shall prior to any offer of sale or sale of such shares of Common Stock  provide
the Company  with a favorable  written  opinion of counsel  satisfactory  to the
Company,  in  form  and  substance  satisfactory  to  the  Company,  as  to  the
applicability  of such  exemption  to the  proposed  sale or  distribution.  The
foregoing restriction, however, shall not apply with respect to (x) issuances by
the Company so long as the shares of Common  Stock being  issued are  registered
under the  Securities  Act and a prospectus in respect  thereof is current,  (y)
re-offerings  of shares of Common  Stock by persons who are not  affiliates  (as
defined in Rule 405 or any successor  rule or regulation  promulgated  under the
Securities  Act) of the Company if the shares of Common Stock were so registered
or (z)  re-offerings of shares by Common Stock by affiliates (as defined in Rule
405 or any successor rule or regulation promulgated under the Securities Act) of
the Company if the shares being re-offered are registered for re-offer under the
Securities Act and a prospectus in respect thereof is current.

<PAGE>

                  Nothing  herein shall be construed as requiring the Company to
register shares subject to any option under the Securities Act. In addition,  if
at any time the Committee  shall determine in its discretion that the listing or
qualification  of the  shares  of Common  Stock  subject  to such  option on any
securities  exchange or under any applicable  law, or the consent or approval of
any  governmental  regulatory body, is necessary or desirable as a condition of,
or in  connection  with,  the  granting of an option,  or the issue of shares of
Common  Stock  thereunder,  such option may not be exercised in whole or in part
unless such listing, qualification, consent or approval shall have been effected
or obtained free of any conditions not acceptable to the Committee.

         11.  STOCK  OPTION  CONTRACTS.  Each option  shall be  evidenced  by an
appropriate  Contract  which  shall  be duly  executed  by the  Company  and the
optionee,  and shall contain such terms and conditions not inconsistent herewith
as may be determined by the Committee.

         12. ADJUSTMENTS UPON CHANGES IN COMMON STOCK. Notwithstanding any other
provisions  of the Plan,  in the event of any change in the  outstanding  Common
Stock by reason of a stock dividend,  recapitalization,  merger or consolidation
in which the Company is the  surviving  corporation,  split-up,  combination  or
exchange of shares or the like, the aggregate  number and kind of shares subject
to the Plan, the aggregate number and kind of shares subject to each outstanding
option and the exercise  price  thereof shall be  appropriately  adjusted by the
Board of Directors, whose determination shall be conclusive.

                  In the  event of (a) the  liquidation  or  dissolution  of the
Company, (b) a merger or consolidation in which the Company is not the surviving
corporation  or (c) any other capital  reorganization  in which more than 50% of
the shares of Common Stock of the Company  entitled to vote are  exchanged,  any
outstanding options shall terminate,  unless other provision is made therefor in
the transaction.

         13. AMENDMENTS AND TERMINATION OF THE PLAN. The Plan was adopted by the
Board of Directors on October 7, 1999.  No option may be granted  under the Plan
after October 6, 2009. The Board of Directors,  without further  approval of the
Company's stockholders,  may at any time suspend or terminate the Plan, in whole
or in  part,  or  amend  it from  time to time in such  respects  as it may deem
advisable,  including,  without limitation, in order that ISOs granted hereunder
meet the  requirements  for "incentive  stock options" under the Code, to comply
with the provisions of Rule 16b-3 promulgated under the Exchange Act and Section
162(m)  of the Code,  and to  conform  to any  change  in  applicable  law or to
regulations or rulings of administrative  agencies;  provided,  however, that no
amendment  shall  be  effective   without  the  requisite  prior  or  subsequent
stockholder  approval  which would (a) except as  contemplated  in Paragraph 12,
increase the maximum  number of shares of Common Stock for which  options may be
granted  under the Plan or the  162(m)  Maximum,  (b)  materially  increase  the
benefits  to  participants   under  the  Plan  or  (c)  change  the  eligibility
requirements   for   individuals   entitled   to  receive   options   hereunder.
Notwithstanding  the  foregoing,  the  provisions
<PAGE>

regarding the selection of Directors for participation  in, and the amount,  the
price or the timing of, Outside  Director Options shall not be amended more than
once  every six  months,  other than to comport  with  changes in the Code,  the
Employee Retirement Income Security Act or the rules thereunder. No termination,
suspension or amendment of the Plan shall,  without the consent of the holder of
an existing  option  affected  thereby,  adversely  affect his rights under such
option.  The power of the  Committee  to  construe  and  administer  any options
granted  under  the Plan  prior to the  termination  or  suspension  of the Plan
nevertheless shall continue after such termination or during such suspension.

         14.  NON-TRANSFERABILITY  OF OPTIONS.  No option granted under the Plan
shall  be  transferable  otherwise  than  by will or the  laws  of  descent  and
distribution,  and options may be  exercised,  during the lifetime of the holder
thereof, only by him or his legal representatives. Except to the extent provided
above,  options  may not be  assigned,  transferred,  pledged,  hypothecated  or
disposed of in any way (whether by operation of law or otherwise)  and shall not
be subject to execution, attachment or similar process.

         15. WITHHOLDING  TAXES. The Company may withhold cash and/or,  with the
authorization of the Committee, shares of Common Stock to be issued with respect
thereto  having an  aggregate  fair market  value  equal to the amount  which it
determines is necessary to satisfy its obligation to withhold federal, state and
local income taxes or other taxes incurred by reason of the grant or exercise of
an option,  its  disposition,  or the  disposition of the  underlying  shares of
Common  Stock.  Alternatively,  the Company may require the holder to pay to the
Company such amount,  in cash,  promptly  upon demand.  The Company shall not be
required to issue any shares of Common  Stock  pursuant to any such option until
all required  payments have been made. Fair market value of the shares of Common
Stock shall be determined in accordance with Paragraph 5.

         16. LEGENDS;  PAYMENT OF EXPENSES.  The Company may endorse such legend
or legends upon the certificates for shares of Common Stock issued upon exercise
of an option under the Plan and may issue such "stop  transfer"  instructions to
its  transfer  agent  in  respect  of  such  shares  as it  determines,  in  its
discretion,  to be necessary or appropriate to (a) prevent a violation of, or to
perfect an exemption from, the registration  requirements of the Securities Act,
(b)  implement the  provisions of the Plan or any agreement  between the Company
and the  optionee  with respect to such shares of Common Stock or (c) permit the
Company  to  determine  the  occurrence  of a  "disqualifying  disposition,"  as
described  in  Section  421(b)  of the  Code,  of the  shares  of  Common  Stock
transferred upon the exercise of an ISO granted under the Plan.

                  The Company  shall pay all issuance  taxes with respect to the
issuance of shares of Common Stock upon the exercise of an option  granted under
the Plan, as well as all fees and expenses incurred by the Company in connection
with such issuance.
<PAGE>

         17.  USE OF  PROCEEDS.  The cash  proceeds  from the sale of  shares of
Common Stock  pursuant to the exercise of options  under the Plan shall be added
to the general funds of the Company and used for its general corporate  purposes
as the Board of Directors may determine.

         18.  SUBSTITUTIONS  AND  ASSUMPTIONS OF OPTIONS OF CERTAIN  CONSTITUENT
CORPORATIONS.  Anything in this Plan to the contrary notwithstanding,  the Board
of Directors may, without further approval by the  stockholders,  substitute new
options for prior options of a Constituent  Corporation (as defined in Paragraph
19) or assume the prior options of such Constituent Corporation.

         19.      DEFINITIONS.

                  a.  Subsidiary.  The  term  "Subsidiary"  shall  have the same
definition as "subsidiary corporation" in Section 424(f) of the Code.

                  b. Parent. The term "Parent" shall have the same definition as
"parent corporation" in Section 424(e) of the Code.

                  c. Constituent Corporation. The term "Constituent Corporation"
shall mean any  corporation  which  engages with the Company,  its Parent or any
Subsidiary  in a  transaction  to which  Section  424(a) of the Code applies (or
would apply if the option assumed or substituted  were an ISO), or any Parent or
any Subsidiary of such corporation.

                  d. Disability.  The term  "Disability"  shall mean a permanent
and total disability within the meaning of Section 22(e)(3) of the Code.

                  e. Employee Option.  The term "Employee  Option" shall mean an
option  granted  pursuant  to the Plan to a key  employee  of the  Company  or a
Subsidiary of the Company.

                  f. Outside Director Option. The term "Outside Director Option"
shall mean a NQSO granted pursuant to the Plan to a director of the Company who,
at the  time of the  grant,  is not an  employee  of the  Company  or any of its
Subsidiaries.

         20.  GOVERNING LAW. The Plan, such options as may be granted  hereunder
and all related matters shall be governed by, and construed in accordance  with,
the laws of the State of Delaware without regard to conflict of laws provisions.

         21. PARTIAL  INVALIDITY.  The invalidity or illegality of any provision
herein shall not affect the validity of any other provision.

         22.  STOCKHOLDER  APPROVAL.  The Plan shall be subject to approval by a
majority of the votes  present in person or by proxy and entitled to vote hereon
at the next duly held meeting of the Company's stockholders at which a quorum is
present.  No options granted
<PAGE>

hereunder may be exercised prior to such approval;  provided,  however, that the
date of grant of any  option  shall  be  determined  as if the Plan had not been
subject to such  approval.  Notwithstanding  the  foregoing,  if the Plan is not
approved by a vote of the  stockholders  of the Company on or before  October 7,
2000, then the Plan and any options granted hereunder shall terminate.